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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 9, 2026
Date of Report (Date of earliest event reported)
Armlogi Holding Corp.
(Exact Name of Registrant as Specified in its Charter)
| Nevada |
|
001-42099 |
|
92-0483179 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
20301 East Walnut Drive North
Walnut, California |
|
91789 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(888) 691-2911
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
BTOC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On September 21, 2026, the Board of Directors
(the “Board”) of Armlogi Holding Corp., a Nevada corporation (the “Company”), approved
a one-for-sixteen (1-for-16) reverse stock split of the Company’s issued and unissued shares of common stock, par value $0.00001
per share (the “Common Stock”) (the “Reverse Stock Split”). Pursuant to Section 78.207
of the Nevada Revised Statutes, stockholder approval of the Reverse Stock Split was not required because the Reverse Stock Split applies
simultaneously and proportionally to both the authorized and issued shares of Common Stock at the same ratio. As a result of the Reverse
Stock Split, every sixteen (16) shares of Common Stock, whether issued and outstanding or authorized but unissued, will automatically
be combined into one (1) share of Common Stock. Accordingly, the number of authorized shares of Common Stock will be reduced from 100,000,000
shares to 6,250,000 shares, and the par value per share will increase from $0.00001 to $0.00016. On October 9, 2026, the Company filed
with the Secretary of State of the State of Nevada a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the
“Certificate of Change”) to effect the Reverse Stock Split.
Beginning with the opening of trading on October
15, 2026, the Company’s Common Stock will trade on a post-Reverse Stock Split basis on the Nasdaq Capital Market under the same
symbol, “BTOC,” but under a new CUSIP number of 042255208. No fractional shares will be issued in connection with the Reverse
Stock Split. Instead, record holders who otherwise would be entitled to receive fractional shares because they hold a number of shares
not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive any such additional fractions of one share
rounded up to the next whole share. For those beneficial holders who hold shares through a brokerage firm, the Company intends to round
up fractional shares at the participant level. Cash will not be paid for fractional shares.
The foregoing description of the Certificate of
Change does not purport to be complete and is qualified in its entirety by reference to the Certificate of Change, a copy of which is
filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Change, dated October 9, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 9, 2026
| |
Armlogi Holding Corp. |
| |
|
| |
By: |
/s/ Aidy Chou |
| |
Name: |
Aidy Chou |
| |
Title: |
Chief Executive Officer |
